【正文】 s for violations of the Employee Retirement Ine Se curity Act of 1974. Sec. 905. Amendment to sentencing guidelines relating to certain whitecollar offenses. Sec. 906. Corporate responsibility for financial reports. TITLE X—CORPORATE TAX RETURNS Sec. 1001. Sense of the Senate regarding the signing of corporate tax returns by chief executive officers. TITLE XI—CORPORATE FRAUD AND ACCOUNTABILITY Sec. 1101. Short title. Sec. 1102. Tampering with a record or otherwise impeding an official proceeding. Sec. 1103. Temporary freeze authority for the Securities and Exchange Commis sion. Sec. 1104. Amendment to the Federal Sentencing Guidelines. Sec. 1105. Authority of the Commission to prohibit persons from serving as officers or directors. Sec. 1106. Increased criminal penalties under Securities Exchange Act of 1934. 15 USC 7201. SEC. 2. DEFINITIONS. (a) IN GENERAL.—In this Act, the following definitions shall apply: (1) APPROPRIATE STATE REGULATORY AUTHORITY.—The term ‘‘ appropriate State regulatory authority’’ means the State agency or other authority responsible for the licensure or other regulation of the practice of accounting in the State or States PUBLIC LAW 107–204—JULY 30, 2020 116 STAT. 747 having jurisdiction over a registered public accounting firm or associated person thereof, with respect to the matter in question. (2) AUDIT.—The term ‘‘ audit’’ means an examination of the financial statements of any issuer by an independent public accounting firm in accordance with the rules of the Board or the Commission (or, for the period preceding the adoption of applicable rules of the Board under section 103, in accordance with thenapplicable generally accepted auditing and related standards for such purposes), for the purpose of expressing an opinion on such statements. (3) AUDIT COMMITTEE.—The term ‘‘ audit mittee’’ means— (A) a mittee (or equivalent body) established by and amongst the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer。 and (B) in which a public accounting firm either— (i) sets forth the opinion of that firm regarding a financial statement, report, or other document。 or (ii) participates as agent or otherwise on behalf of such accounting firm in any activity of that firm. (B) EXEMPTION AUTHORITY.—The Board may, by rule, exempt persons engaged only in ministerial tasks from the definition in subparagraph (A), to the extent that the Board determines that any such exemption is consistent with the purposes of this Act, the public interest, or the protection of investors. (10) PROFESSIONAL STANDARDS.—The term ‘‘ professional standards’’ means— (A) accounting principles that are— (i) established by the standard setting body described in section 19(b) of the Securities Act of 1933, as amended by this Act, or prescribed by the Commission under section 19(a) of that Act (15 . 17a(s)) or section 13(b) of the Securities Exchange Act of 1934 (15 . 78a(m))。 and (B) auditing standards, standards for attestation engagements, quality control policies and procedures, ethical and petency standards, and independence standards (including rules implementing title II) that the Board or the Commission determines— (i) relate to the preparation or issuance of audit reports for issuers。 and (B) to the extent so designated by the rules of the Board, any associated person of any entity described in subparagraph (A). (12) REGISTERED PUBLIC ACCOUNTING FIRM.—The term ‘‘ registered public accounting firm’’ means a public accounting firm registered with the Board in accordance with this Act. (13) RULES OF THE BOARD.—The term ‘‘ rules of the Board’’ means the bylaws and rules of the Board (as submitted to, and approved, modified, or amended by the Commission, in accordance with section 107), and those stated policies, practices, and interpretations of the Board that the Commission, by rule, may deem to be rules of the Board, as necessary or appropriate in the public interest or for the protection of investors. (14) SECURITY.—The term ‘‘ security’’ has the same meaning as in section 3(a) of the Securities Exchange Act of 1934 (15 . 78c(a)). PUBLIC LAW 107–204—JULY 30, 2020 116 STAT. 749 (15) SECURITIES LAWS.—The term ‘‘ securities laws’’ means the provisions of law referred to in section 3(a)(47) of the Securities Exchange Act of 1934 (15 . 78c(a)(47)), as amended by this Act, and includes the rules, regulations, and orders issued by the Commission thereunder. (16) STATE.—The term ‘‘ State’’ means any State of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other territory or possession of the United States. (b) CONFORMING AMENDMENT.—Section 3(a)(47) of the Securities